The Small Business Purchase Agreement is a crucial document used in Austrian business transactions for the transfer of ownership of small to medium-sized enterprises. It is designed to comply with Austrian legal requirements, including the Austrian Civil Code (ABGB) and Commercial Code (UGB), while providing a comprehensive framework for business acquisition. This document is typically used when a buyer wishes to acquire a small business in its entirety, including its assets, customer base, employees, and operational rights. The agreement covers essential elements such as purchase price, payment terms, warranties, representations, employee transfers under AVRAG, and post-completion obligations. It's particularly important in the Austrian context due to specific legal requirements regarding business transfers, employee protection, and tax implications. The document serves both parties by clearly defining their rights and obligations while ensuring compliance with Austrian business transfer regulations.
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1. Parties: Identification and details of the seller and purchaser, including registration numbers and addresses
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion process
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and business condition
8. Seller's Undertakings: Pre-completion and post-completion obligations of the seller
9. Purchaser's Warranties: Basic warranties regarding authority to purchase and financial capacity
10. Business Assets: Detailed description of assets included in the sale
11. Employees: Treatment of employees and related obligations under AVRAG
12. Tax Matters: VAT and other tax implications of the transaction
13. Confidentiality: Obligations regarding confidential information
14. Data Protection: Compliance with Austrian Data Protection Act
15. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction
16. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Intellectual Property: Required when the business owns significant IP assets
3. Property Leases: Necessary when the business operates from leased premises
4. Environmental Matters: Required for businesses with environmental implications or risks
5. Competition Restrictions: Non-compete and non-solicitation provisions, if agreed
6. Debt and Encumbrances: Required when the business has significant liabilities or security interests
7. Key Contracts: Used when specific contracts are crucial to the business value
8. Transition Services: When the seller will provide post-completion support
1. Schedule 1 - Business Assets: Detailed inventory of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employee Information: Details of all employees, their terms and conditions
4. Schedule 4 - Property Details: Information about business premises and property rights
5. Schedule 5 - Intellectual Property: List of all IP rights owned or used by the business
6. Schedule 6 - Key Contracts: Details of important business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Requirements: List of documents and actions required at completion
9. Appendix A - Form of Transfer Documents: Templates for asset transfer documentation
10. Appendix B - Disclosure Letter: Seller's disclosures against the warranties
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